DISCLAIMER: I own nothing here except the plot. The characters and all things Buffy the Vampire Slayer belong to Joss Whedon, Mutant Enemy, UPN, Twentieth Century, the Pope, and whoever else wants to claim them and actually receives royalties from them. That's not me, so... there ya go.

PAIRING: W/S

RATING: Strong R (16/?)

SUMMARY: Spike uses Willow to go back in time to avoid being implanted by the Initiative... has even one of Spike's plans ever gone right? They end up a little further back in time than he intended.

DEDICATED: To my beta, Claudia! She rules. Helped me work through a ton of stuff, caught things I'd read a hundred times and never noticed, and did the best thing of all; the easiest thing in the world to get a writer to write... she begged for more.

A/N: This section deals with Willow's memories of what happened to her the year before, when she was raped, so if that bothers you, don't read this part, because it is kind of dark.

PART 16

Willow's memories were flitting through her mind, flowing into her dreams. Memories of walking alone at night, whistling quietly to herself, trying to make the darkness seem less foreboding. It'd worked, the small sound flowed through the air, mingling with other, less scary sounds, like insects, and a cat. Dogs barked in the distance as she approached the last row of warehouses she'd be checking that night.

She walked right up to the door which was hanging crooked on its hinges. Weeds grew up around the dirt beside the building, reminding her of every other warehouse she'd checked since arriving in London.

Every warehouse she'd been to in Sunnydale, including the two Spike had dragged her to.

Clutching her stake tightly in her hand, feeling the reassuring weight of the wood she'd carved herself, she reached out and turned the doorknob, pushing the door open quietly. It squeaked open, making her cringe as the noise pierced the night, alerting everything within a mile of her location that there was a fresh young thing doing something really stupid.

"Get a grip," she whispered to herself, trying to stem the panic and fear nipping at her insides. All the other places had felt empty, this one, for some reason, didn't. There'd been vampires and a few demons in the other warehouses she'd checked for Spike in, this one, she suspected, held something more. "Just go," she mumbled, forcing herself to put one foot in front of the other.

They'd also been checked during the day.

The darkness inside was worse than the darkness outside. There was no moon in here, no gas lamps to light the way. Nothing but her footsteps to accompany her. A nice flashlight wouldn't be amiss. Even a penlight really. Taking a deep breath, she went midway in, listening to the wind blow through the empty space in the rafters above.

Nothing jumped out at her, no one spoke, and no sudden noises startled her into running. The musty smell of the place forced a sneeze from her, quickly followed by another, but that was the only sounds she heard. Odds were, Spike wasn't there.

Besides, daytime was a much better time to be here. She turned to go, stumbling as her feet got caught on a pile of rags. She flew forward, dropping her stake, hearing it clatter on the floor, then skid out of reach. Her hands caught her fall, smacking painfully on the stone floor.

She laid there for a few seconds before rolling over and staring up at the ceiling. Her eyes were starting to adjust to the difference in light now, and she could see a little. There were huge windows in the ceiling, letting in moonlight and stars. The warehouse was empty of just about everything. She was in the main part of the building; to her right and left were abandoned offices. Dust covered the floor and pieces of broken wood beams littered the place.

The empty place. It was obvious no one or no thing was there, otherwise they'd have made themselves known when she sneezed. Or when she fell, even if it was just to laugh at her.

She sat up with a groan, brushing her stinging hands on her skirts and wiping her clothes off as best she could. "Graceful move there, slick."

Pushing herself to her feet, she searched for her stake, feeling naked without it. It was a constant companion these days. London was a scary place even without all the demons roaming around.

A large bank of windows lined the back of the building, letting in a small amount of the light that came mostly from directly above. She moved slowly in the direction of the rags, knowing her stake had rolled that way somewhere. As she got closer, she saw a hand resting limply on the ground.

Her feet halted, her breath catching. Nothing alive was here, but how about dead things?

Of their own volition, her feet moved her closer as her brain told her to leave. The synapses must've been misfiring, because she continued to move, her eyes following the curled fingers of the hand up to a pale arm, lying absolutely still on the floor.

Fear was nudging her, but hope was there too. The hand could just as easily belong to a vampire as it could to a dead person. And Spike was a vampire. Her feet scuffed loudly on the dusty floor as she moved, but stopped completely as the hand moved and a light struck.

Lantern light filled a portion of the room, flooding the blonde vampire in front of her in dancing, flickering light.

"Well, now..." a cockney voice drawled, "aren't you a pretty red-haired filly?"

Willow swallowed, forcing her throat to work past the dryness suddenly prevalent. "S-- sorry, didn't mean to, um, invade your... lair. I was just leaving." She turned around and hurried toward the rectangle of light from the door, not quite running yet.

"Bet you'd be a great ride." There was a rustling noise behind her and footsteps.

Now she ran, making it to the door and ten yards away before the vampire caught up with her. He grabbed her around the waist and swung her around with a laugh before dragging her back inside the warehouse.

"Let go," she screamed, kicking her feet behind her and trying to elbow him enough to actually hurt him. Her blows did little to slow him down. "Let go." Clawing at his hands with her fingernails, she turned her head to the side, trying to bite him but his flesh wasn't within range. And he'd probably like it anyway. She screamed in frustration, wriggling around as much as she could.

He dropped her on the rags, placing a foot on her chest to hold her still while he bent down to grab something. "Scream all you want. In fact," he said with relish, the grin in his voice obvious, "I'd prefer you did. I like it, it gets me all..." he inhaled deeply, looking at the ceiling in search of the right words, "excited."

The moon, rising in the sky, hit the windows, lighting his face. His blonde hair, shoulder length and wavy, hung loose on either side of his face. A smirk curled up his thin lips, framing his sharp yellow fangs. His tan-colored breeches were clean, creating a strange image against the blood-stained white shirt and cream frock coat. He smelled of alcohol and blood. Raising her eyes to his hands, she saw what he'd been messing with and felt hope surge within her.

Her stake twirled between his fingers.

Shoving at his foot which weighed heavily on her chest, but didn't hurt a lot, she stared at him pointedly. "Hello? Do you mind?"

"Oh," he mumbled, removing his foot. He brushed off his breeches, straightening his shoulders as he looked down at her. Tapping the stake against his thigh, he tilted his head to the side, his eyebrows raising in curiosity. "You're not afraid of me? You know about demons?"

She nodded her head once, keeping her eyes pinned to his. "Yes. And yes I'm afraid. I'd be stupid not to be," she told him truthfully, pushing herself into a sitting position again. Not bothering to dust herself off this time, she tried to stand up but he shook his head with a warning look. Staying right where she was, she cleared her throat nervously. "I-- I was just looking for a friend. Blonde guy? Short hair... black leather coat? He's a vampire too."

"You're friends with a vampire?" Testing the tip of the stake with his finger drew a drop of blood to the appendage which immediately went into his mouth. His eyes strayed over her, taking in her cleavage and neck. Which one held more interest for him, she really didn't know, and she really didn't care to find out.

She nodded again, wondering why he was being so... non-bitey with her. Spike was the most patient vampire she knew, aside from Angel, but she thought maybe Spike was an anomaly in the vampire world. Angel had a soul, so what was this guy's excuse? Clearing her throat again, feeling it itch and scratch with the dust in the air, she climbed to her knees. He let her have that much. "Yes, he is. A very good friend. His name's William. I-- I really need to find him."

When he didn't protest her new position, she put one foot under her and started to stand. He stopped her with a hand on her shoulder, his fingers tightening into her flesh, then loosening again.

She looked up and saw his gold eyes flickering in the lantern light. "And if I do know of him?" he asked, his voice low and silky, his eyes traveling down to her breasts. "What do I get for helping you? Why shouldn't I just tear your throat out?"

His eyes didn't raise to her neck, they stayed on her breasts and she now had no doubt where his interests lay. Fear unfurled in her stomach, clutching tightly to her insides and refusing to let go. "M-- money? I have... well, I don't *have* any money, on me, but I could get some. I--"

He shook his head, his eyes finally climbing higher than her neckline. "My needs are a little more immediate than money." He leaned closer to her, grinning in enjoyment. "And I'm not hungry."

She jerked free of his grip, shoving him to the floor as she got up and ran. As before, he caught her easily, before she even reached the door this time. Dragging her back to the pile of rags, he threw her down, frowning at her. "Why do you keep running?" he asked.

"What do you want?" she countered, swallowing past the lump in her throat.

He circled around her slowly. A hand reached out, fingering her hair. "Red hair seems to be popular these days," he mumbled to himself.

Confused by his comment, but concerned with other things, she decided not to bother questioning him. "Let me go, please. I-- I can do magick. I'll--"

He interrupted her threatening to spin toward her with a grin, his eyes glowing excitedly in the lamplight. "Show me something." When she only stared at him fearfully, he chuckled, rolling his eyes good-naturedly. "Tell you what. If you can kill me by staking me with your magick," he offered, spreading his arms wide open, "then you're free to go."

She frowned at him, sure he was playing with her. "What?"

"Stake me," he repeated, thumping his empty hand on his chest, directly over his heart. Laughter escaped him even as he tried to restrain his grin.

She took a deep breath and climbed to her knees again, focusing all her attention on the stake in his hand, but it wasn't moving. Not even a tiny little bit. Undeterred, she tried again, calming her breathing and closing her eyes.

She could do this. Hadn't she floated a pencil? Darn right she had. Floated a pencil and staked a vampire with it, only to be caught by Faith and the Mayor and... stemming the tide of bad thoughts, she forced her breathing to calm again.

When she felt relaxed enough, trying desperately not to think about what would happen if she couldn't do it, she opened her eyes and thought about moving the stake. About lifting it up and plunging it into his chest.

But nothing happened. Her nerves were too frazzled, her mind cluttered with thoughts of death and pain. Not necessarily in that order.

"I-- I can't," she whispered, scrambling back, away from his quick advance.

"I'm disappointed," he told her seriously, all amusement gone from his face and voice. He threw the stake across the building, and they both listened to it clunk on the floor and roll quietly into the shadows. "Now you'll have to find a way to amuse me."

"Please," she said, still backing away. "Just... just let me go." She looked behind her to make sure her way was clear and by the time she looked forward again, he was there.

"I won't hurt you," he whispered, leaning down to kiss her.

She jerked away from him, frowning at the condescending tone he was using. "Yes, you will. I'm not stupid. You're a vampire, that's what you do: Hurt people."

He shrugged, grabbing her shoulders with a grin. "You're right." Shoving her to the floor, he knelt at her feet. Watching her try to get away from him. With a chuckle, he took hold of her ankle and drew her back toward him, crawling up her body.

She drew her fist back and punched him in the face, but the blow hurt her more than him. Her fist was now screaming in pain and he was only moving closer. She shoved at him, screaming at him to get off, and kicked, trying to get her feet under her enough to throw him off of her, but he was holding her tightly, not moving more than an inch with all her struggles. "Get off!"

"No," he laughed, lowering his mouth to her neck. His breath washed over her, smelling of blood and rancid things. Things Spike never smelled of. This vampire's body reeked of dirt and dust, blood and alcohol.

She closed her eyes, shoving at his face, trying to dislodge him from her neck. There was no pain like she expected, no piercing of flesh as fangs slid into her skin. There was a wet kiss, followed by more, trailing up her neck to her jaw. His lips slid up, moving like thin slugs against her flesh. He pressed his mouth against hers as his hands reached down under her skirt, pushing the material up, his fingernails scratching her calves and thighs.

"Stop," she begged, feeling tears burning in her eyes. The ceiling above her shimmered, clearing with a blink. Tears slid into her hair. She shoved at his hands, fighting his ascent up her thighs. Tried to squirm out of his reach. Finally, in desperation, she lifted her knee to hit him between the legs, where his disgusting body was becoming excited. "I said stop!" she screamed, slamming her leg up.

Her knee was halted by one of his hands pressing against her kneecap. The fingers of his other hand clutched at her chin, holding her head still as he snarled at her, warning her to hold still. His teeth lowered to her neck, scraping the flesh, but not sinking in. Not there.

He sat up, straddling her waist, holding her hands with one of his and taking hold of her gown with his other. With one swift jerk, the material over her breasts tore, exposing her to his gaze. The flimsy chemise beneath the gown tore as well, leaving her nothing to hide behind. "Ah," he said appreciatively. "You're a thing of beauty," he said in a sophisticated accent, his laughter drowning out her sobs.

She fought against his grip, wanting to cover herself up, but her hands stayed tight in his. "Stop..." she sobbed, "p-- please." She struggled harder when he leaned down. A second later, his cold, wet mouth touched her breast. His teeth scraped the flesh before sinking in deep, drawing her blood out for only a second.

He lifted his head moments later, smirking at her as he licked a drop of blood from one of his fangs. His hands released hers to grip the sides of her torn gown and rip it further. She covered her cold body with her arms, earning her a chuckle from him.

He moved lower over her body, down to her legs. Sitting on her calves, he shoved her skirts up, frowning at her shoes. "What kind of footwear is that?" he asked curiously, fingering the red material and then lifting one of the white laces. "Must be American," he scoffed.

She let out a short laugh, blinking back tears, shivering in the cold air. A trickle of blood ran down her breast into the space between them. She held in a sob, shuddering in disgust as he leaned down and licked at the blood, trailing his tongue up to her neck. The wet appendage felt like a slimy worm, inching its way across her skin. "Please," she whispered, closing her eyes against his blonde hair. She couldn't shut out the feel of it as easily as it fell on her breasts and moved along her arm.

And then came the pain again. His fangs ripped into her stomach, tearing at the flesh as he tried to get a grip on the skin. His mouth opened wider, sucking on the blood that welled out, drawing it into his mouth with a repulsive sucking sound. Like the last bit of milk being sucked through a straw.

His hands slid under her skirt again as he sat up and unbuttoned his breeches. She shoved at him, as hard as she could, scrambling away on her hands and knees, trying to get far enough away to be able to get to her feet, but she couldn't seem to get away at all. He grabbed her ankle again, and dragged her back to him, sliding her back under him as he raised up to release his erection.

She screamed and kicked, catching him in the thigh, narrowly missing his crotch. His amber eyes lowered to hers, and his hand shot out, clutching the torn pieces of her gown. His fingers clawed over the bite wound on her stomach, his eyes watching her as she hissed in pain, not giving him the satisfaction of hearing her scream again. He shrugged a little and pushed her skirts up, crawling back over her.

She searched desperately for something to use against him, but there was nothing near. Nothing but rags. He licked his lips, readying himself to rape her and reached down to guide himself in. She clenched her legs together, clawing at his face and neck.

"I *will* kill you," she warned him, her eyes raising to his. Something there must have caught his attention because he paused for a second, but then he shoved her legs open and thrust into her with all the force he could muster. She screamed this time. Screamed as his flesh entered her, burning every inch of her as he moved inside her dry body. The force of his first thrust pushed her backward and her hand hit something hard.

Turning her hand around, she grabbed the thick wooden beam and clutched it tightly with her fingers, feeling the soft wood give under her fingernails. Getting a good grip on it, she swung it straight at his head.

Now it was his turn to yell in pain, she thought with satisfaction.

He fell off of her with the force of the blow, landing on his side on the rag-covered floor. She quickly swung the two-foot beam again, just glancing the wood off his shoulder and arm, cracking and splintering the beam. It startled him and he laid on the floor for a moment, stunned, just long enough for her to get on her knees and grab it with both hands, draw it back over her head and bring it down as hard as she could.

The wood hit his skull, sounding like a baseball hitting a bat. She gagged at the sound, almost dropping the wood from her loosening hands. Sweat poured down her forehead as she climbed to her feet and held it like a stake, stabbing the splintered end into his chest. The wood sank into his flesh, right above his heart, hitting the stone floor beneath him. "I told you I'd kill you," she whispered, waiting for him to turn to ash, but all he did was scream and try to yank the wood free.

He succeeded in getting it free, coughing up blood as he laughed. "You can't kill me. I've been staked three times before." He coughed again, spitting blood on the floor, some of it dripped down his cheek and chin. "I'm immortal."

Willow shook her head, grabbing the beam and backing away. Clutching it to her, she stared at him, not believing him. He wasn't immortal. He wasn't indestructible. She just had to find a way. Moving forward slowly, she lifted the beam, hefting it over her right shoulder and swinging it at his head as she neared.

He tried to roll out of the way, but couldn't, not in time. His head connected with the wood, sending him to the floor where he stayed, unconscious.

She stared at him dispassionately. Her hands loosened and the wood beam clunked on the floor. She dropped to her knees beside it, shivering in the cold night air. Clutching the ends of her torn gown to her, she shoved herself to her feet and headed to the rags. Grabbing handfuls of them, she tossed them near the body on the floor, glancing around, her eyes searching the cavernous room.

Her footsteps were quiet as she strode across the warehouse, heading for the office on the right. There was a desk and a broken chair in there. The door was no longer hanging on its hinges in the doorway, it was on the floor in front of the desk. The chair beside the desk was what held her attention. It was a heavy wooden chair made for posh surroundings, not this dust-filled atmosphere. Or the body out there.

Hefting the chair up a few inches didn't get her very far. Dropping it back down, she dragged it into the other room, the legs scraping loudly on the stone floor, screeching every once in a while.

Her arms felt leaden after she was through, but she paid them no attention. Her mind was working on the next problem; getting the vampire into the chair.

If she set the chair on its side and slid him into position, trying him to the chair, then she could merely lift the chair upright. Or, she could move the chair back against one of the many support beams throughout the room and drag the vampire to the chair, hefting him into it.

The former option seemed best, so she set about doing it.

_____________________________________________

Half an hour later, Willow returned to the warehouse, cautiously entering the building, being as quiet as she could. She heard the distant sound of scraping and mild cursing, alerting her to the vampire's position.

Still tied to the chair. Still as helpless as a baby.

She'd gotten him into the chair with a lot of grunt work and her muscles were starting to pay the price now, but she still had some things to do. The pain would be ignored until she was through.

Striding purposefully into the warehouse, she made as much noise as possible, letting him know she was there, letting him worry and sweat it out and fear her. And he should fear her.

"You bloody bitch," he shouted at her as she neared, "untie me!"

"No." Moving closer to the naked vampire, she pulled a bottle of holy water free from her pocket, holding it up for him to see. Making sure he got a real close look at it.

His eyes widened and then narrowed in panic. His struggling increased, his whole body shaking the chair until it nearly tipped over. "Come near me with that and I'll--"

"Beg," she told him, uncorking the bottle. Her eyes fixed on his, cold and hard and unflinching. "Beg me."

He scoffed at her, resuming his struggles. She shrugged and moved closer, stepping as close to him as she possibly could before she started to panic and gag. Holding the jar above his lap, she dribbled a few drops down his chest, making sure to get some in the stake wound. Just a few drops to give him a taste of what was to come.

He hissed in pain, sucking in his chest to get away from the water. His face turned, his gold eyes glaring furiously at her. "Bitch," he snarled, shifting around in the chair. "I'm going to enjoy killing you."

"No," she countered forcefully, her hand grabbing his face to hold him still. "I'm going to kill you." She shrugged, holding the bottle above his lap again. "Eventually." Her eyes dropped to his lap, widening in disgust when she saw his erection. She tipped the bottle over in panic, fighting the fear eating away at her. The water poured out, at least a half a cup of it, soaking his legs and penis.

He screamed in pain, throwing his head back and shaking the chair frantically to get free. The chair legs clattered loudly against the floor. His flesh sizzled and acrid smoke rose from him, choking her. She coughed, gagging at the smell of burning flesh. The sight of it was the worst; formerly pale white skin was now red and bubbling, melting away from him in rivulets.

"Bitch!" he screamed, his hands clenching and unclenching. His eyes landed on hers again, and she knew that if he got free she would die in the most painful way possible.

She dribbled more water down his chest and onto his lap, along his thighs and then stepped back, splashing it in his face. His body arched away from the chair, his screams turning deafening. But then they stopped and he sagged into the chair.

Pulling a stake from her sleeve, she moved closer and waited. Waited for him to wake up. Kneeling on the floor, she kept her eyes trained on him, not looking away once. Ten minutes later, he groaned, shifting in the chair.

"Bloody... hell," he whimpered. His eyes shot open, fixing on her face. "Kill me," he warned her, "because if you don't, I am definitely going to kill you." His grin was halfhearted, his voice raspy. His eyes slid closed a few times as she got to her feet in front of him.

"There's this condition," she said conversationally, tightening her grip on the stake as she moved to his right side. "Doctors call it Mirror-Image Dextro-something-or-other." Holding the stake up at chest level, she settled the tip on the right side of his chest, scraping the pointed end against his flesh. "I read about it once, happened upon it on a web page when I was looking for conditions caused by this demon we were researching."

"What the hell are you-- ow! Stop that," he ordered, staring down at the stake still poised over his heart.

"Again, no." Her eyes followed the thin trail of blood as it dripped down his chest to what remained of his lap. A big, gooey mess just about covered it. "Anyway, what it means is... some people are born with their organs--lungs, kidneys..." her eyes flickered up to his, "heart--on the opposite side. Which would put your heart right about..." she moved the stake point an inch to her left, drew back and shoved it into his heart. "Here."

"No!" he shouted, but the scream turned into a roar as he burst into dust.